TIDMDSI
RNS Number : 9185U
Dial Square Investments PLC
28 November 2023
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28 November 2023
Dial Square Investments plc
Interim Accounts - 31 August 2023
Dial Square Investments plc is pleased to announce its interim
results for the six months ended 31 August 2023.
Enquiries
Dial Square Investments Neil Cousins
plc (Non-Executive Chairman) +44 (0)1615040629
Optiva Securities
Limited Christian Dennis/Daniel
(Company Broker) Ingram +44 (0)20 3137 1903
Overview
During the period the Directors considered a number of
acquisition opportunities in the sport management sector, but did
not identify an acquisition target that we considered would be
appropriate for the Company or in the best interests of its
shareholders. As this search continued, the Board was made aware of
an opportunity to acquire EnergyPathways Ltd, a transaction which
we believed represented an opportunity for the Company to invest in
a business that has the potential to deliver excellent value for
shareholders. As such, the Directors, in consultation with major
shareholders of Dial Square, considered it appropriate to pursue
this transaction rather than continue to spend time and resources
seeking an opportunity in the sports management sector that may not
come to fruition.
Post year end on 10 March 2023, Dial Square entered into Heads
of Terms ("Term Sheet") to acquire 100% of the issued and to be
issued share capital by way of a reverse takeover (the
"Transaction") of EnergyPathways Ltd ("EnergyPathways"), an English
private company. EnergyPathways is an energy transition company,
targeting UK gas assets, with the aim of bringing into production,
in the near-term, low emission energy solutions to assist with the
UK's transition to Net Zero while also providing critical supply to
ensure domestic energy security.
EnergyPathways holds, indirectly through its subsidiary, a 100
per cent. interest in block 110/4a in Seaward Licence P2490 that
contains the Marram gas field ("Marram Field"), located 30km west
of mainland UK, close to the developed Morecambe gas complex in the
UK waters of the East Irish Sea Basin. The Marram Field, which was
discovered in 1993, contains 35.5 Bcf of undeveloped gas 2P
Reserves and lies approximately 15km east of the offshore South
Morecambe Gas Field Platform. Gas produced from the South Morecambe
Platform is transported along the existing South Morecambe
trunkline to the onshore North Morecambe Terminal in Barrow. At the
peak of its production, the Morecambe complex satisfied
approximately 20 per cent. of the UK's gas demand. In the Marram
Field, EnergyPathways has identified a 'ready-to-go' gas
development asset, that is, Marram has low sub-surface technical
risk, with no further appraisal drilling required. It also has
near-term production potential due to the ability to tie-in to
neighbouring existing infrastructure that has spare capacity.
EnergyPathways is targeting first gas in 2025.
The directors of the Company and EnergyPathways believe that
natural gas is a bridging fuel with a key role in the global energy
transition and that a successful development of the Marram Field
has the potential to make a favourable contribution towards
reducing emissions and supporting the UK's transition to Net Zero.
The extreme volatility experienced in the UK energy market through
2022, resulting from years of under-investment in oil and gas
projects, and exacerbated by the supply crunch caused by the
ongoing war in Ukraine, has highlighted the necessity for
development of gas projects like Marram that have the potential to
deliver cleaner, domestically produced energy that contributes to
UK energy security.
EnergyPathways' initial focus will be the development of the
Marram Field, however, in line with its aims to develop low
emission energy solutions, EnergyPathways has identified potential
future opportunities to rejuvenate production from the UK East
Irish Sea. It has submitted applications to the UK Government
regulator for the award of additional licences with undeveloped gas
resources in the region. EnergyPathways anticipates that there may
also be potential to integrate new production with the nearby wind
renewable capacity to provide flexible power generation for grid
stability, CCUS and hydrogen storage reservoirs and feedstock for
hydrogen production. It also intends to consider opportunities to
participate in other selected discovered fields in the region and
across the UK more broadly.
EnergyPathways has a strong management team with an established
track record for value creation, operational excellence and a
commitment to a progressive ESG agenda that prioritises
environmental impact alongside the positive socioeconomic impact of
its activities.
The Transaction is nearing completion. As the market
capitalisation of the enlarged group following completion of the
Transaction will be less than GBP30 million (being the minimum
market capitalisation for new applications for admission to
Standard Segment and to trading on the Main Market), the Company
will not be seeking readmission of its shares to the Standard
Segment and to trading on the Main Market for listed securities of
the London Stock Exchange. Instead, the Company is currently in the
process of making an application for its ordinary shares to be
admitted to trading on AIM and will, shortly, publish an admission
document.
Responsibility Statement
We confirm that to the best of our knowledge that the Interim
Report :
-- has been prepared in accordance with International Accounting
Standards 34, Interim Financial Reporting;
-- gives a true and fair view of the assets, liabilities,
financial position and profit/loss of the Company;
-- includes a fair review of the information required by DTR
4.2.7R of the Disclosure and Transparency Rules, being an
indication of important events that have occurred during the first
six months of the financial year and their impact on the set of
interim financial statements; and a description of the principal
risks and uncertainties for the remaining six months of the year;
and
-- includes a fair review of the information required by DTR
4.2.8R of the Disclosure and Transparency Rules, being the
information required on related party transactions.
Section 172 Statement
Section 172 of the Companies Act 2006 requires directors to take
into consideration the interests of stakeholders and other matters
in their decision making. The directors continue to have regard to
the interests of the Company's employees and other stakeholders,
the impact of its activities on the community, the environment and
the Company's reputation for good business conduct, when making
decisions. In this context, acting in good faith and fairly, the
Directors consider what is most likely to promote the success of
the Company for its members in the long term.
We aim to work responsibly with our stakeholders, including
suppliers. The Board wishes to confirm that there are no
significant decisions made in the period or subsequent to year end
that need to be disclosed.
The Company intends to put in place systems to ensure that it
develops, maintains and constantly improves policies, which will
enable it to:
-- consider the interests and wellbeing of its employees
-- ensure compliance with environmental laws wherever its future activities take place
-- take into account the long-term impact of its decisions
-- be mindful of its responsibilities towards local communities
-- maintain the highest standards of probity and integrity in its business dealings
-- concentrate on establishing enduring relationships with those
with whom it carries on business
The Interim Report was approved by the Board of Directors and
the above responsibility statement.
Neil Cousins
Non Executive Chairman
28 November 2023
Unaudited Unaudited Audited
6 months ended 31 August 6 months ended 31 August 12 months ended 28
2023 2022 February 2023
Note GBP GBP GBP
--------------------------- ----- -------------------------- -------------------------- --------------------------
Revenue - - -
Administrative expenses (275,342) (50,820) (611,775)
-------------------------- -------------------------- --------------------------
Operating result (275,342) (50,820) (611,775)
Finance income/(expense) 8,000 - -
-------------------------- -------------------------- --------------------------
Loss before taxation (267,342) (50,820) (611,775)
Income tax - - -
Loss for the period and
total comprehensive
income for the period (267,342) (50,820) (611,775)
-------------------------- -------------------------- --------------------------
Basic and diluted loss
per ordinary share
(pence) 3 (1.01) (0.36) (3.26)
-------------------------- -------------------------- --------------------------
The notes on page 9 to 12 form an integral part of the unaudited
condensed interim financial information
Unaudited Unaudited Audited
As at 31 As at 31 As at 28
August 2023 August 2022 February 2023
Note GBP GBP GBP
ASSETS
Current assets
Cash and cash equivalents 263,406 316,148 709,138
Restricted cash 6 160,000 - -
Trade and other receivables 27,338 - 20,198
Loans to third parties 5 200,000 - -
----------------------- ------------- ---------------
Total assets 650,744 316,148 729,336
----------------------- ------------- ---------------
Liabilities
Current Liabilities
Trade and other payables 4 260,559 112,763 231,809
Advance share subscription 6 160,000 - -
----------------------- ------------- ---------------
Total Liabilities 420,559 112,763 231,809
----------------------- ------------- ---------------
Net Assets 230,185 203,385 497,527
----------------------- ------------- ---------------
EQUITY AND LIABILITIES
Equity attributable to owners
Ordinary share capital 7 265,500 162,500 265,500
Share premium 7 628,281 245,575 628,281
Accumulated losses (663,596) (204,689) (396,254)
----------------------- ------------- ---------------
Total equity and liabilities 230,185 203,385 497,527
----------------------- ------------- ---------------
The notes on pages [9] to [12] form an integral part of the
unaudited condensed interim financial information
The interim financial information was approved by the board 28
November 2023 by:
.......................................................
Lincoln Moore - Director
Ordinary
share Share Retained earnings Total
capital premium equity
GBP GBP GBP GBP
-------------------------------- --------- ---------- -------------------- ----------
As at 28(th) February 2022
(Unaudited) 162,500 245,575 (153,870) 254,205
-------------------------------- --------- ---------- -------------------- ----------
Loss for the period - - (50,820) (50,820)
-------------------------------- --------- ---------- -------------------- ----------
Total comprehensive income
for the period - - (50,820) (50,820)
-------------------------------- --------- ---------- -------------------- ----------
Transactions with owners
-------------------------------- --------- ---------- -------------------- ----------
Total transactions with owners - - - -
-------------------------------- --------- ---------- -------------------- ----------
As at 31(st) August 2022
(Unaudited) 162,500 245,575 (204,690) 203,385
Loss for the period - - ( 560,955 ) (560,955)
-------------------------------- --------- ---------- -------------------- ----------
Total comprehensive income ( 560,955
for the period - - ) (560,955)
-------------------------------- --------- ---------- -------------------- ----------
Transactions with owners
Ordinary shares issued during
the period 103,000 412,000 - 515,000
Share issue costs - (29,294) - (29,294)
-------------------------------- --------- ---------- -------------------- ----------
Total transactions with owners 103,000 382,706 - 485,706
-------------------------------- --------- ---------- -------------------- ----------
Share based payments - - 369,391 369,391
-------------------------------- --------- ---------- -------------------- ----------
As at 28(th) February 2023
(Audited) 265,500 628,281 (396,254) 497,527
-------------------------------- --------- ---------- -------------------- ----------
Loss for the period - - (267,342) (267,342)
-------------------------------- --------- ---------- -------------------- ----------
Total comprehensive income ( 267,342 ( 267,342
for the period - - ) )
-------------------------------- --------- ---------- -------------------- ----------
Transactions with owners
Total transactions with owners - - - -
-------------------------------- --------- ---------- -------------------- ----------
As at 31(st) August 2023 ( 663,596
(Unaudited) 265,500 628,281 ) 230,185
-------------------------------- --------- ---------- -------------------- ----------
Unaudited Unaudited Audited
6 months ended 31 August 6 months ended 31 August 12 months ended 28
2023 2022 February 2023
GBP GBP GBP
---------------------------- ---------------------------- ---------------------------- ----------------------------
Cash flows from operating
activities
Loss before income tax (267,342) (50,820) (611,775)
Share based payment expense - - 369,391
Adjustments for:
Increase in other payables 28,750 25,310 142,874
(Increase) / decrease in
trade and other
receivables (7,140) - 15,890
---------------------------- ---------------------------- ----------------------------
Net cash outflows from
operating activities (245,732) (25,510) (83,620)
---------------------------- ---------------------------- ----------------------------
Cash flows from investing
activities
Loans to third parties (200,000) - -
---------------------------- ---------------------------- ----------------------------
Net cash used in investing (200,000) - -
activities
---------------------------- ---------------------------- ----------------------------
Cash flows from financing
activities
Cash received from advance 160,000 - -
share subscription
Cash received from the
issue of Ordinary Shares - - 451,100
---------------------------- ---------------------------- ----------------------------
Net cash inflow from
financing activities 160,000 - 451,100
---------------------------- ---------------------------- ----------------------------
Net (decrease) / increase
in cash and cash
equivalents (285,732) (25,510) 367,480
Cash and cash equivalents
at beginning of period 709,138 341,658 341,658
---------------------------- ---------------------------- ----------------------------
Cash and cash equivalents
at end of period 423,406 316,148 709,138
---------------------------- ---------------------------- ----------------------------
1 General information
Dial Square Investments plc ("the Company" or "Dial Square"), a
public limited company, was incorporated on 15 February 2021 in
England and Wales with Registered Number 13201653 under the
Companies Act 2006. The address of its registered office is the
10(th) Floor, 3 Hardman Street, Manchester United Kingdom.
The principal activity of the Company is to seek suitable
investment opportunities primarily in the sports management
sector.
2 Accounting policies
IAS 8 requires that management shall use its judgement in
developing and applying accounting policies that result in
information which is relevant to the economic decision-making needs
of users, that are reliable, free from bias, prudent, complete and
represent faithfully the financial position, financial performance
and cash flows of the entity.
2.1 Basis of preparation
The condensed interim financial information ("interim financial
information") has been prepared in accordance with International
Accounting Standard 34 "Interim Financial Reporting" (IAS 34). The
interim financial information has been prepared on the historical
cost basis, except for assets and liabilities measured at fair
value through profit and loss, and are presented in pounds
sterling, which is the currency of the primary economic environment
in which the Company operates. All amounts have been rounded to the
nearest pound, unless otherwise stated.
The interim financial information has not been audited in
accordance with the International Standard on Review Engagements
2410 issued by the Auditing Practices Board. The interim financial
information do not constitute statutory accounts within the meaning
of section 434 of the Companies Act 2006. The figures have been
prepared using applicable accounting policies and practices
consistent with those adopted in the audited annual financial
information for the year ended 31 August 2023.
The interim financial information is for the six months to 31
August 2023, being six months from the financial year end for the
Company being 28 February 2022. The interim financial information
does not include all the information and disclosures required in
the annual financial statements and should be read in conjunction
with the Company's annual audited financial statements for the
period ended 28 February 2023.
The functional currency for the Company is determined as the
currency of the primary economic environment in which it operates.
The functional and presentational currency of the Company is Pounds
Sterling (GBP).
The business is not considered to be seasonal in nature.
New standards, amendments and interpretations adopted
During the current period the Company adopted all the new and
revised standards, amendments and interpretations that are relevant
to its operations and are effective for accounting periods
beginning on 1 January 2023. This adoption did not have a material
effect on the accounting policies of the Company.
New standards, amendments and interpretations not yet adopted by
the Company.
The standards and interpretations that are relevant to the
Company, issued, but not yet effective, up to the date of these
interim Financial information have been evaluated by the Directors
and they do not consider that there will be a material impact of
transition on the financial information.
2.2 Going concern
The financial information has been prepared on a going concern
basis, which assumes that the Company will continue in operational
existence for the foreseeable future.
The Company is in the final stages of securing fundraising in
connection with the Transaction and admission to AIM. Certain costs
relating to this process are committed, irrespective of the
outcome, and others are contingent upon admission to AIM and
therefore will not adversely affect the cash position of the
Company. In the event that the admission does not take place, the
Company has sufficient cash resources to settle the committed
associated expenses and to cover the ongoing administrative costs
at the levels set out in the Statement of Comprehensive Income for
the 6-month period ended 31 August 2023.
Taking these matters into consideration, the Directors consider
that the continued adoption of the going concern basis is
appropriate having reviewed the forecasts for the coming 12 months
from the date of signing and the financial information do not
reflect any adjustments that would be required if they were to be
prepared other than on a going concern basis.
2.4 Cash and cash equivalents
The Directors consider any cash on short-term deposits and other
short-term investments to be cash equivalents.
2.5 Financial assets and liabilities
Financial assets and financial liabilities are recognised when
the Company becomes a party to the contractual provisions of a
financial instrument. Financial assets and financial liabilities
are offset if there is a legally enforceable right to set off the
recognised amounts and interests and it is intended to settle on a
net basis.
2.6 Earnings per Ordinary Share
The Company presents basic and diluted earnings per share data
for its Ordinary Shares. Basic earnings per Ordinary Share is
calculated by dividing the profit or loss attributable to
Shareholders by the weighted average number of Ordinary Shares
outstanding during the period. Diluted earnings per Ordinary Share
is calculated by adjusting the earnings and number of Ordinary
Shares for the effects of dilutive potential Ordinary Shares.
2.7 Equity
Share capital is determined using the nominal value of shares
that have been issued.
The share premium account includes any premiums received on the
initial issuing of the share capital. Any transaction costs
associated with the issuing of shares are deducted from the share
premium account, net of any related income tax benefits.
Retained losses includes all current and prior period results as
disclosed in the income statement.
2.8 Critical accounting estimates and judgments
In preparing the Company Financial information, the Directors
have to make judgments on how to apply the Company's accounting
policies and make estimates about the future. The Directors do not
consider there to be any critical judgments that have been made in
arriving at the amounts recognised in the interim financial
information.
3 Loss per Ordinary Share
There were no potentially dilutive instruments in issue at the
period end.
Unaudited Unaudited Audited
6 months ended 31 August 6 months ended 31 August 12 months ended 28 February
2023 2022 2023
GBP GBP GBP
---------------------------- ---------------------------- ---------------------------- ----------------------------
Loss for the purposes of
basic earnings per share
being net loss
attributable to the owners (267,342) (50,820) (611,775)
Weighted average number of
ordinary shares 26,550,000 14,107,143 18,789,726
Loss per share (pence) (1.01) (0.36) (3.26)
4 Trade and other payables
Audited
Unaudited Unaudited 12 months ended 28 February
6 months ended 31 August 2023 6 months ended 31 August 2022 2023
GBP GBP GBP
------------------ -------------------------------- ------------------------------- -------------------------------
Trade payables 56,950 22,888 73,200
Accruals 203,609 89,875 158,609
-------------------------------- ------------------------------- -------------------------------
260,559 112,763 231,809
-------------------------------- ------------------------------- -------------------------------
All trade and other payables are denominated in GBP.
5 Loans to third parties
GBP
------------------------------------- --------
As at 28 February 2023 (Audited) -
Loans made during the period 200,000
As at 31 August 2023 (Unaudited) 200,000
--------
On 9 March 2023, the Company entered into a loan agreement with
EnergyPathways Limited ("EnergyPathways") for a facility of
GBP200,000. The facility was fully drawn down as at 31 August 2023.
The loan is unsecured, has an interest rate of 8% p.a. and is
convertible into ordinary shares of EnergyPathways at 2.5 pence per
share at any time. As at reporting date there GBP8,000 accrued
interest income has been brought to account, which is included in
the balance of Trade and other receivables in the Statement of
Financial Position.
6 Advance share subscription
Unaudited Unaudited Audited
6 months ended 31 August 6 months ended 31 August 12 months ended 28 February
2023 2022 2023
GBP GBP GBP
---------------------------- ---------------------------- ---------------------------- ----------------------------
Advance share -
subscription 160,000 -
160,000 - -
---------------------------- ---------------------------- ----------------------------
On 10 March 2023, the Company announced that it has entered into
Heads of Terms to acquire 100% of the issued and to be issued share
capital by way of a reverse takeover ("the Transaction") of
EnergyPathways Ltd ("EnergyPathways"), an English private company.
EnergyPathways is an energy transition company, targeting UK gas
assets, with the aim of bringing into production, in the near-term,
low emission energy solutions to assist with the UK's transition to
Net Zero while also providing critical supply to ensure domestic
energy security. It is intended that the enlarged group created by
the Transaction will be admitted to trading on AIM.
As at 31 August 2023 GBP160,000 had been received from
subscribers for new ordinary shares in connection with the
Transaction, which will be refundable to subscribers in the event
that the Transaction does not complete. The subscription funds
received have been recognised as restricted cash in the Statement
of Financial Position.
7 Share Capital
Ordinary
Shares Share Capital Share Premium Total
# GBP GBP GBP
------------------------------ ----------- -------------- -------------- ---------
At 31 August 2022 16,250,000 162,500 245,575 408,075
Issue of ordinary shares (1) 10,300,000 103,000 412,000 515,000
Share issue costs - - (29,294) (29,294)
------------------------------ ----------- -------------- -------------- ---------
At 28 February 2023 26,550,000 265,500 628,281 893,781
------------------------------
At 31 August 2023 26,550,000 265,500 628,281 893,781
============================== =========== ============== ============== =========
(1) On admission to the Standard List of the LSE on 30 November
2022, 10,300,000 ordinary shares were issued at a placing price of
GBP0.05. An amount of GBP28,356 remained unpaid at year end.
8 Related party transactions
There were no material related party transactions in the period
that require disclosure.
9 Events subsequent to the reporting date
There have been no material events subsequent to period end.
10 Financial commitments and contingent liabilities
There were no financial commitments or contingent liabilities of
the Company as at 31 August 2023.
11 Ultimate controlling party
As at 31 August 2023, there was no ultimate controlling party of
the Company.
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